Common use of Option Conditions Clause in Contracts

Option Conditions. The right of NAPL to exercise the Option is subject to fulfillment by the NAPL Group of the following conditions (the “Option Conditions”) and the delivery of the notice of satisfaction by NAPL referred to in this Clause 5.3 prior to the expiry of the Option Period: 5.3.1 the completion of the Re-Scoping Study and Exploration Programme and the delivery by the NAPL Group to GFBV of a written report in respect of the completed Re-Scoping Study and Exploration Programme; 5.3.2 the completion and delivery by the NAPL Group to GFBV of the Feasibility Study; 5.3.3 the incurring by NAPL of Approved Earn-in Expenditures (through Advances made under the terms of this Agreement) in an aggregate amount of at least $12.5 million. For the avoidance of doubt, if the Approved Earn-in Expenditure exceeds in aggregate the sum of $12.5 million, NAPL shall be obliged to make Advances in order to fund such excess as well; and 5.3.4 NAPL shall have made a determination to develop a mine in respect of the APP Project of at least a 3mtpa throughput and shall have delivered to GFBV (i) a formal development proposal and associated budget in respect thereof based on the Feasibility Study delivered in accordance with Clause 5.3.2 and approved by NAPL (the “First Development Proposal and Budget”), together with such supporting documentation and information as GFBV shall reasonably require, and (ii) a written undertaking from NAPL providing that it shall, subject to Applicable Law, (x) vote any shareholding of NAPL in GFF (acquired pursuant to the terms of this Agreement) in favour of and (y) use its best efforts to procure that any director of GFF appointed by NAPL under the terms of the Shareholders’ Agreement votes in favour of, the First Development Proposal and Budget as and when it is considered by the board of directors of GFF under the terms of the Shareholders’ Agreement. Upon completion of all of the Option Conditions, NAPL shall promptly provide written notice to GFBV of the satisfaction of the Option Conditions together with a certificate signed by the chief financial officer of NAPL certifying the amount of Approved Earn-in Expenditure that has been incurred. Within 20 Business Days of receipt of such notice, GFBV shall confirm its acceptance in writing to NAPL that the conditions have been satisfied in accordance with their terms. If no such notice is given by GFBV, NAPL shall be deemed to have satisfied the conditions on the last day of such 20 Business Day period. If GFBV elects to exercise its back-in right in accordance with Clause 5.2, it shall simultaneously with the written acceptance contemplated in this Clause, deliver written notice of the exercise of such election as contemplated in Clause 5.2 to NAPL, to the extent that it has not already delivered such written notice to NAPL. In the event that any of the Option Conditions referred to in this Clause 5.3 are not fulfilled prior to the expiry of the Option Period, the Option shall expire and the provisions of Clauses 2.3 and 2.4 shall apply.

Option Conditions. The right of NAPL to exercise the Option is subject to fulfillment by the NAPL Group of the following conditions (the “Option Conditions”"OPTION CONDITIONS") and the delivery of the notice of satisfaction by NAPL referred to in this Clause 5.3 prior to the expiry of the Option Period: 5.3.1 the completion of the Re-Scoping Study and Exploration Programme and the delivery by the NAPL Group to GFBV of a written report in respect of the completed Re-Scoping Study and Exploration Programme; 5.3.2 the completion and delivery by the NAPL Group to GFBV of the Feasibility Study; 5.3.3 the incurring by NAPL of Approved Earn-in Expenditures (through Advances made under the terms of this Agreement) in an aggregate amount of at least $12.5 million. For the avoidance of doubt, if the Approved Earn-in Expenditure exceeds in aggregate the sum of $12.5 million, NAPL shall be obliged to make Advances in order to fund such excess as well; and 5.3.4 NAPL shall have made a determination to develop a mine in respect of the APP Project of at least a 3mtpa throughput and shall have delivered to GFBV (i) a formal development proposal and associated budget in respect thereof based on the Feasibility Study delivered in accordance with Clause 5.3.2 and approved by NAPL (the “First Development Proposal and Budget”"FIRST DEVELOPMENT PROPOSAL AND BUDGET"), together with such supporting documentation and information as GFBV shall reasonably require, and (ii) a written undertaking from NAPL providing that it shall, subject to Applicable Law, (x) vote any shareholding of NAPL in GFF (acquired pursuant to the terms of this Agreement) in favour of and (y) use its best efforts to procure that any director of GFF appointed by NAPL under the terms of the Shareholders’ ' Agreement votes in favour of, the First Development Proposal and Budget as and when it is considered by the board of directors of GFF under the terms of the Shareholders’ ' Agreement. Upon completion of all of the Option Conditions, NAPL shall promptly provide written notice to GFBV of the satisfaction of the Option Conditions together with a certificate signed by the chief financial officer of NAPL certifying the amount of Approved Earn-in Expenditure that has been incurred. Within 20 Business Days of receipt of such notice, GFBV shall confirm its acceptance in writing to NAPL that the conditions have been satisfied in accordance with their terms. If no such notice is given by GFBV, NAPL shall be deemed to have satisfied the conditions on the last day of such 20 Business Day period. If GFBV elects to exercise its back-in right in accordance with Clause 5.2, it shall simultaneously with the written acceptance contemplated in this Clause, deliver written notice of the exercise of such election as contemplated in Clause 5.2 to NAPL, to the extent that it has not already delivered such written notice to NAPL. In the event that any of the Option Conditions referred to in this Clause 5.3 are not fulfilled prior to the expiry of the Option Period, the Option shall expire and the provisions of Clauses 2.3 and 2.4 shall apply.